"Wines are poured directly from the Barrel, eliminating costly packaging, offering value over brand - with margins ranging from 80%-92%, kept fresh using proprietary technology."

FOUNDER: Richard Cardoza

Mr. Cardoza's 30+ years of selling, and now making wine in the Napa Valley, allows him to source super-premium offerings, from 90% of the 17 Napa Valley sub-appellations and AVAs, allowing pricing to start at $1.00 per ounce, filling vessels, from a .375ml to a Gallon jug to a 15 Liter Nebuchadnezzar at 507oz/$507

COMPARISON: Wines from the Howell Mountain AVA, for instance, can range from $80 to upwards of $500. Bypassing the land and production costs, the branding, bottling, storing, and advertising allow our Negociant to Consumer model to generate staggering margins, while offering the highest quality to our guests.

The wines above represent some of the brands Mr. Cardoza created to help Napa and Sonoma Valley wineries move their excess wines since 2020.

The Harvest Lane Project takes this philosophy to the next level, creating a space where "everybody wins".

The economic engine that drives the financials.......shatters the normal Napa winery model,...........Napa Valley wines at just $ 1.00 per ounce, by the glass - $6 for a 6oz Glass, and $25 for a 750ml bottle of Appellation Driven Napa Valley Cabernet Sauvignon...... with margins of 80%-92%.........................

Branded wine vessels of all sizes will be an "add-on" purchase, and will be part of an "exchange" program where the refillable container can be brought back for an even exchange when refilled.

INVESTMENT MEMORANDUM: NAPA UNDERGROUND - A Physical-Digital Ecosystem

Private & Confidential |

1. EXECUTIVE SUMMARY

Napa Underground is designed as an elite, relationship-driven sit-down, hospitality venue, and direct-to-consumer venture. Reviving a family legacy that spans from 1920s speakeasies to licensed wine shops, to Wine Festivals, Winemaker dinners, to opening New England's "first" wine bar, ultimately helping to revitalize a Historic Waterfront, before moving to the world-renowned wine region, Napa Valley, bringing the philosophy of negociant winemaking to an industry struggling with its Luxe identity.

This venture establishes a disruptive Napa Valley Winery, whose tasting room model and digital distribution engine are disguised as a clandestine speakeasy in downtown Napa.

We are not building a traditional bar; we are creating a "Closed-Loop" wine economy.

By stripping away the "Luxury Tax" that traditional wineries impose, charging $75 for a tasting of 5 wines, we provide members access to Napa’s finest "Blue Chip" wines from $1.00 - $1.50 per ounce.

This model pairs a high-velocity physical vault with a scalable digital "Private Ledger" platform. We are seeking a $500,000 investment for a partnership structured with a 70/30 profit split until capital recovery, followed by 40% permanent equity and the Right of First Option to lead our future flagship project, Harvest Lane, Napa.

2. THE PROBLEM: THE EXCLUSIONARY "NAPA LUXURY TAX."

The modern Napa Valley wine industry has created three critical points of failure:

• The Resident Gap: Over 100,000 local adults are increasingly priced out of their own heritage by $75 tasting fees and $150 bottle markups at winery tasting rooms. Even winery employees receiving a 50% off, “Friends and Family” Discount have to pay $40-$80 for a bottle of wine, which costs $8 - $12 to produce.

• The "Dead Weight" Inefficiency: Up to 40% of a bottle's price covers glass, cork, logistics, and middleman markups—not the quality of the liquid.

• The Winery Liquidity Crisis: Napa Valley wineries, including high-end estates, have been facing a surplus of ultra-premium wine since 2020. They cannot discount these bottles through major retailers without permanently damaging their primary brand equity.

3. THE SOLUTION: THE CLANDESTINE ECOSYSTEM

We solve these inefficiencies through a two-front model that exists entirely outside of traditional retail channels.

The Physical: Napa Underground

A 2,500 sq. ft. "Elite" speakeasy theme, where the value is in the handshake.

• The Négociant Advantage: Using 30 years of industry relationships to source "Inside Line" wines directly from top-tier estates, Napa Underground will source finished "Blue Chip" wines for $12--$30 per gallon, (9¢ to 23¢ per oz) reselling them at $1.00 - $2.00 per oz ($128 to $256 per gallon) at an average 88%-92% Gross margin.

• The "Handshake" Hospitality: Providing high-quality Napa wines at $1.00 to $2.00 per oz pour has guests feeling that they are "in the know" as they taste six, 2 oz pours for $12 or a full 6oz pour for $6 - $12 per glass.

This pricing model is 80% less than a typical winery's $75 tasting fee for 5-7 ounces of wine, and a story.....

• The Embrace: Authentic, "Prohibition era", small plates are offered. Marinated olives, salted nuts, pretzel sticks, pickled and deviled eggs, liverwurst on sliced baguette, sardine tins with crackers etc., are offered "compliments of the staff” rather than for sale, creating a culture of belonging while allowing us to operate a low-overhead Type 02 winery license without the high overhead of a full kitchen.

• The Add-Ons: Local guests can purchase or bring empty bottles and have them filled with their favorite Napa Wines, directly from the barrel, to take home and enjoy. Visitors from the Bay Area and beyond can "Join the Club" and have orders shipped directly to their homes, by subscription, or simply by ordering from the Underground website.

The Digital: The Private Ledger

A scalable, branded online platform that acts as the "Private Ledger" for members.

• The Access: Members use the site to view the daily "Underground" tap list and reserve allocations of unbranded bottles.

• The Data: The digital brand owns the customer relationship and the data, creating a proprietary asset that can scale beyond the physical walls of the speakeasy.

MARKET ANALYSIS: The "Locals- First" Opportunity

a. The Target Demographic: "The Ignored 101,000"

While Napa attracts 3.8 million tourists annually, the backbone of the economy is the 101,000 adult residents of Napa County.

• The Gap: Current hospitality development is 90% focused on the "Luxury Tourist" (Average bottle price: $85+).

• The Opportunity: Napa Underground targets the household that wants a "Tuesday night out"—high quality without the "tasting room" pretension or price tag. By capturing just 2% of the local adult population weekly, Napa Underground exceeds all traffic projections.

FOUNDER

Napa Underground is led by Richard Cardoza, a transplanted New England wine retailer, restaurateur, and now Napa wine industry professional with over 30 years of experience in fine wine retailing, community events, and community-driven hospitality concepts, bringing the community together "one glass at a time.....". Since relocating to Napa in 2016, Richard has worked closely with numerous Napa Valley wineries as a négociant and consultant, and brings deep operational knowledge of wine sourcing, vendor coordination, and hospitality management.

THE DISTRIBUTION WATERFALL: 70/30 Investor/Founder SPLIT until Capital Recovery

Phase 1: Capital Recovery

• 70% of Net Profits: Distributed monthly to the Investor until the full $500,000 principal is returned.

• 30% of Net Profits: Retained by the Company to fund "The Growth Vault" (Inventory scaling and spirit line development).

• Projected Timeline: Capital recovery is anticipated within 24 to 36 months.

Phase 2: Permanent Equity & Priority Option

• Ownership: Upon full recovery, the Investor retains a 40% permanent equity stake in both the physical location and the digital brand.

• The Priority: The Investor is also granted the First Right of Option to serve as the Lead Investor for the future development of Harvest Lane Culinary Village on the Soscol Corridor. https://harvestlanenapa.com/

6. OPERATIONAL UNIT ECONOMICS

• Avg. Glass Pour (6oz): $12.00 Revenue | $1.20 COGS | $10.80 Profit / 90% GP

• Avg. Jug Fill (25oz): $30.00 Revenue | $5 COGS | $25 Profit / 83% GP

• The "Handshake" Spirit Line: We provide complimentary "tastes" of our private, unbranded high-proof spirit line (Cardoza's Curios Cocktails), transitioning members to purchase via our external retail channels.

7. WHY THIS IS A COMPLETE INVESTMENT

This is a high-yield, asset-backed entry into the world's most famous wine region. We have cut the "Luxury" tax out of the bottle and are giving that value back to the member and the investor. We are offering a seat at the table of a legacy that began with 2 Prohibition-era Speakeasies in New Bedford, Massachusetts, to the 1st licensed "Union Wine Shop", to bringing fine wine to an entire community from 1987 to 2000, to the 1st Wine Bar in New England, to the Napa Valley, honoring the past while aggressively disrupting the future not only the Napa Valley, but perhaps the wine industry as we knew it..

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THE $500,000 USE OF FUNDS

Category Allocation Purpose

Infrastructure & ADA $100,000 Code plumbing, ADA

Dispensing Technology $5,000 proprietary

Furnishings & Artifacts $100,000. interior buildout

Digital Platform Dev $10,000 membership portal

Licenses & Permits $25,000 Type 02 license City fees.

operating $55,000 1st/last/security

Salary cushion 6 months $125,000 Staffing cushion

Inventory & Reserves $80,000 Initial inventory .

TOTAL $500,000

.......New Bedford Economic Development Center Executive Director Matthew Morrissey recalled the origin of the Mr. Cardoza's Cork Wine Bar concept, one he said set the stage for many others to follow.............“Richard purchased and built out the first floor and basement shell from unfinished warehouse space into the area’s finest wine and tapas bar—creating an atmosphere that is only experienced in the finest cities of the world,” said Morrissey. “Cork Wine and Tapas bar is an outstanding example of how well-executed private development can induce and spur additional economic growth.”....................

.............“The development of Cork has indirectly helped catalyze and inspire other investments in the immediate vicinity, such as the Waterfront Grille, Café Balina, and the Rose Alley Ale House, among many others in the Downtown,” added Morrissey. “In addition, Cork has served to define a higher standard of historic preservation and fine customer service to a growing audience in the region.”.........